Sometimes
by wow.fanfic
Summary: Helen and Kate are in a situation where they are able to examine their real feeling for each other.
1. Chapter 1

Title: Sometimes

Fandom: Sanctuary

Pairing: Helen/Kate

Disclaimer: Sanctuary is certainly not mine; I'm just borrowing the characters Helen and Kate for a little bit.

A/N # 1- Let's pretend the whole silly Kate/Will thing did not happen.

A/N # 2- This just kind of just popped into my head and I'll continue it regardless for my own entertainment as there are not nearly enough fics about these two, but I would love to hear what anybody who takes the time to read it thinks. So please comment-good or bad!

"You're quite beautiful." Helen said simply, looking directly at her virtually naked companion, casually wiping her brow with the back of her hand. They were both stripped down to their underwear already and the temperature was still rising at an acutely uncomfortable rate. The sealed shipping crate they were stuck in was currently sitting in the baking Arizona autumn late afternoon sun. Helen's watch told her it was close to dusk and she knew the heat would soon relent only to be replaced by the desert's chilly night.

Kate looked over at her boss a little startled before rolling her eyes, "The heat's getting to you Magnus."

Helen chuckled heartily at the cynical but not surprising response from the smaller woman.

Kate studied the other woman carefully for a moment seriously growing concerned that the she had succumbed to a bit of heat stroke. The volume of her apparent amusement over Kate's deadpan response surprised the younger woman. However, upon further investigation of the expression on Helen's face, she got the distinct impression her friend was not suffering the effects of their confined overheated surroundings. What she found in Helen's stare instead made her lower belly twitch a little. Standing suddenly she slowly paced to the other side of the box.

"Why do you do that?" Helen asked sincerely curious.

"What?" Kate asked her in a tone more exasperated than she meant it to come out. Forcing herself to get a grip she sat back on the floor, this time her back to the opposite wall. Having intended to have moved a safer distance from the other woman's prying eyes, now she realized all she had accomplished was to sweat more with her efforts and now be forced to look straight into her boss' eyes. She became abruptly uncomfortable at the continuing hawk like gaze from Magnus. _God, she's beautiful…_she was shocked at herself with the sudden thought penetrating her normally trusty personal armor. She couldn't help it though with most of Helen's smooth pink skin and soft womanly curves on such open display.

"Why do you dismiss any kind of compliment anyone may give you with a sardonic remark?" Helen inquired.

Kate sighed deeply looking down at her lap. "Look Helen that's nice of you to say and I know I ain't exactly hard to look at but you don't have to do that."

"Do what?" Helen asked genuinely confused as she slid slowly across the floor on her butt moving closer to the other woman. She smiled when Kate looked up at her and then in either direction to find that she had very little space left within to retreat and then back at the other woman once again a little nervously.

"You don't have to try to make me feel better or reassure me or whatever. I'm fine…I know Will, Henry and the Big Guy will find us." She declared trying to sound more confident than she was before repeating in a slightly less certain voice, almost as if trying to convince herself, "I'm fine."

Helen watched her carefully as she closed the distance between them so she was sitting just in front of her. The darker woman's skin seemed a little red and there were rivulets of perspiration steadily running down her face. "Are you?" She asked softly, an anxious and worried look on her face. She felt the other woman stiffen for just a moment when she placed her hand over Kate's own, that rested on her knee.

Kate closed her eyes laughing a little at the realization that it might be her that the heat was getting to. "Sorry," She smiled, feeling a little stupid as she took a deep cleansing breathe. "Yeah I'll be fine."

"That wasn't my question." Helen specified looking down slightly trying to catch her eye, she grinned at the confused look on the adorably downturned face.

Furrowing her brow she hesitated for a moment before growing more concerned for her own lucidity. "Ah yeah it was…you were checking to see if I was alright, no?"

"Yes." Helen agreed. "Not if you will be OK. Are you alright now? I think it's a foregone conclusion in your mind that you will be fine, that you always end up fine. But how are you, right now, at this moment?"

Kate looked over at the older woman as if she had two heads. "Really? Now? You're gonna psycho-analyze me now?"

"Have you got anything better for me to do?" Helen's lips quirked up teasingly and she squeezed the other woman's hand gently. "You're right though."

"About," Kate prompted amused.

"That they will come for us of course," Helen smiled.

"Oh," Kate pouted pointedly.

"What did you think I meant?" Helen asked a little worried.

"That I was right about not being hard to look at." Kate smirked egotistically, trying to lighten the mood.

Helen met her eyes head on with a mischievous twinkle in her own. "You were right about that too." She winked enjoying the surprised look on the younger woman's face as it reddened more with an obvious blush, clearly not expecting her boss's equally bold response.

Kate forced herself to hold Helen's gaze for a moment as if trying to figure something out and then shaking her head at her own silly thought. "If I didn't know better I'd say you were flirting with me."

Helen lifted a single eyebrow smiling, "What makes you think I'm not?"

"Well there's that whole you being a wise old supernatural being thing and what not." She said as if reciting the natural order of things with her rational tone, "And I'm-well…" She smiled glancing down at her lap embarrassed "I'm not."

Helen studied Kate's expression carefully for a moment, fully aware of the insecurity coming off the younger woman in waves, before she used her other hand to reach over and place her fingers beneath Kate's chin. She let them rest there for a moment just rubbing lightly, not forcing it, allowing Kate to look up at her in her own time.

"Kate, there are very few individuals like myself and if I were to rely on them for my sole interaction in this arena… or anything else for that matter I would be a very lonely woman." Helen explained honestly.

Kate snorted nervously at this before she forced her eyes up to meet Helen's her hand automatically turning over to grasp the one resting on hers. "Ya know you're kinda sexy for a woman who's over a hundred years old."

"It's been said." Helen smirked back at the darker woman.

"So how are we going to deal with this? What are we going to do?" Kate asked her face turning earnest as she looked around at their bleak surroundings before glancing back to meet Helen's laughing eyes. "Ah…I meant-I mean the stuck in the crate in the desert situation." She hastily added.

Helen noted the trepidation in the other's voice. Impulsively she leaned forward cupping her cheek and pressing her lips against the younger woman's for a brief kiss. "I suppose we'll have to entertain ourselves until the Calvary arrives." She whispered her lips bumping the other woman's on every syllable, thrilled that Kate didn't pull away.

Kate was paralyzed. She couldn't believe this was happening. The first time she had met Helen Magnus, despite the circumstances, she knew she was attracted to her. She was beautiful, smart, kind…to say nothing of the whole sexy thing. She had only one concern as she felt herself hesitantly begin to return the feather light kisses...would this be happening if they didn't happen to be caught up in this life and death situation alone together. _You're always caught up in a life and death situation, Forrester, _She chastised herself bitterly.

"Would you like me to stop?" Helen asked between soft kisses, eyeing the other woman carefully as she felt her tense a little.

Kate's eyes fluttered open in alarm. "No!" She said a little too urgently against the other woman's mouth. She didn't care if this was reassurance, pity or about to die lust, she just wanted to feel the beautiful brunette's lips moving against her own. Reaching behind the older woman's head with her free hand, the other still holding Helen's hand on her knee, she pulled her lips down harder to her own.

Helen sighed as she felt the other woman's lips part slightly and her tongue trace the line between her own lips. She quickly responded parting her own lips inviting Kate in.

Kate was desperately trying to not tremble with fear and desire as she slid her tongue into Magnus' mouth. She couldn't stop the groan that started low in her chest as their tongue's met and massaged each other in the moist warm cavern of Helen's mouth. When she felt the other woman release her hand and move hers up the younger woman's outer thigh and then around her hip to her lower back. Then it was joined by the other that had been caressing her cheek as Helen wrapped her arms around the other woman to pull her into a very warm embrace…and the heat was not just the result of their stifling surroundings.

Kate unfolded her legs placing one on either side of Helen's body as she allowed herself to be drawn in closer until she felt their breasts, just covered in the thin material of their bras, brushing against one another. "Mmmmm…" Helen moaned happily at the way the smaller woman repositioned her body, allowing herself to be tugged in nearer to the other woman until their bodies were pressed against each other as tightly as possible in their current position.

The kiss broke with both of them gasping for oxygen, but it was Kate who recovered first, placing soft open mouthed kisses along Helen's strong jaw line until her mouth was brushing against her ear. "You're a good kisser lady."

Helen shuddered at the feel of Kate's hot breath on her sensitive ear. "You're not so bad yourself," She murmured tilting her head as she felt the younger woman's tongue slip down her neck. "That's- Oh!"

Kate smiled against her baby soft skin at the base of the brunette's neck, "You like that?"

"Mmmm…yes," Helen tried to pull the other woman impossibly closer to her. "Very much so,"

The low clearly wanting tone of the other woman urged her on as she pressed the tip of her tongue to Helen's pulse that was rapidly speeding up. Then she closed her lips over that wonderfully soft spot on her throat and began to suckle. She was gentle at first, but when she felt the other woman shaking at her efforts she was unable to stop herself from sucking harder, suddenly needing to mark the other woman in some way. This was all just too surprising and unexpected and she felt the need to make it more real, prove to herself this was really happening.

Both women suddenly jerked apart when they heard the loud electric buzzing sound of a saw against metal. A few seconds later a square panel of about four feet by four feet from the side of the crate fell to the ground inside and Henry and Will's grinning faces were peering in from the outside. Kate sighed in part with relief, but a bigger part in frustration.

Helen looked over at the boys and then grinned a little sheepishly back at the woman with the beautiful raven hair slicked back with perspiration. "See you were right about the boys coming for us."

"Yeah great," Kate muttered standing to follow Magnus over to the exit. Perfect timing as usual, she thought annoyed as she first helped Helen crawl through the opening and then grabbing their discarded clothes and exited herself.

Will and Henry made casual conversation as they graciously turned their backs so the women could get dressed. Helen watched the younger woman concerned as she avoided her eyes dressing as quickly as possible. She wanted to wrap her arms around her-say something to reassure but she knew that wasn't possible. Not here and now with their current audience. She settled for reaching out silently to brush a stray lock of hair out of her face. Kate grudgingly met her eyes and nodded, though her expression was unreadable. Helen watched her finish tying her boots and turn on her heel toward the small sanctuary chopper that the caveman was piloting.

Helen sighed, maddened, she had finally gotten up the nerve to approach the younger woman she was so drawn to only to have it interrupted by what seemed to be their everyday insanity. Bullocks, she thought following the others to the small aircraft lost in her own thoughts.

TBC


	2. Chapter 2

Title: Sometimes (2)

Fandom: Sanctuary

Pairing: Helen/Kate

Disclaimer: Sanctuary is so not even a little bit mine.

A/N#1-I don't speak English, (and yes I know how ridiculous that sounds) but you'll understand once you've read my attempted British inflection, sorry I've been slacking on my BBC faves since I discovered fanfiction…really-I blame you guys.

Warning: If you don't like the smuttier side of woman on woman relationships you might want to give this a pass. Oh yeah someone reminded me today of what an idiot I am with the computer as I had disabled my personal messages. So here's your warning this is being written by someone who's much better with a pencil and paper than keyboards and links. I do try but if there are mistakes or I miss a review please don't take it personally, I'm just old and getting my computer education from my ten year old nephew.

Kate slumped dejectedly on the sofa her feet lazily resting on the coffee table. She pushed the channel button on the remote control that she had resting on her thigh repeatedly staring at the screen but not even vaguely paying attention to anything. It had been two days since the crate in the desert, since… and she still couldn't get her head together. With a frustrated sigh she hit the power button letting her head fall back wearily on the back of the couch. Closing her eyes she felt herself flush at the memory of Helen's soft hands moving across her overheated flesh, she slipped her own hand up the top of her bare thigh, remembering Helen's warm breath caressing her lips. She stopped herself as she noticed herself tugging the silky material of her pajama shorts up her leg. Furrowing her brow in irritation she felt her entire body tense before she flung the electronic gadget ate the wall. She winced critically at the remote that was now a mess of tiny bits on the floor. Cynically shaking her head thought _get a grip Freelander!_

Kate had managed to elude her for the last couple of days, always sure to only approach her boss when there were others nearby, even going so far as to beg sick when Helen asked her to join her on a quick easy mission. She never quite met her eyes when they were speaking and Helen felt she was backing away like a frightened animal or child. The only question she had was why? She knew that she had sensed a mutual desire in the crate, she had felt it…she reached up to touch the spot on her lower neck that was still a little bruised by the younger woman's hungry lips and teeth.

There was something else, something that was bothering the younger woman and she meant to discover what that something was.

Knocking on the other woman's door she tried to force her body to relax, feeling as if her shoulders were encased in cement. She waited patiently until Kate finally opened up looking at her with a mixture of surprise and fear.

"I thought we could share some wine." Helen said after a deep bracing breath and gave Kate her most winning smile.

"Magnus," Kate sighed apprehensively, rubbing her temple and closing her eyes for a few seconds, as if in the grip of a major decision.

"I do wish you would call me Helen." The older woman smiled once again proffering the bottle in one hand and the two glasses in the other.

Kate glanced down at the offering she brought, briefly before she bit her bottom lip a little, in possibly the most adorable gesture of bashfulness that Magnus had ever seen. After a deep breath she stood to the side and inhaled deeply with a hand, gestured for her to enter.

She followed Helen into the room her heart pounding so hard she was sure the older woman would hear it. They stopped when the brunette reached the small sofa and Kate completely missed the expectant look in the other's eyes.

Helen watched her thoughtfully for a moment before clearing her throat, "May I sit down?"

Kate was staring hard into the other woman's eyes and flinched a little at being startled from her reverie. "Oh yeah, sorry, please have a-I mean of course…sit down."

Helen smiled affectionately when the raven haired woman began to stammer looking down at the floor, slightly flummoxed. "Thank you." She said softly placing the glasses on the table and handing the bottle to Kate. "Might you have a corkscrew?"

Kate grabbed the bottle and glasses as quickly as possible trying to conceal her shaking hands, and turned to walk toward the small kitchenette her room housed. She stood at the counter with her back to Magnus squeezing her eyes shut and forcing herself to breath regularly. As she poured it her trembling hands caused her to spill a good amount of the bottle. "Shit!" she grumbled in a high pitched frustrated voice.

"What's the matter Kate?" Kate jumped, startled at the sound of the brunette's voice directly behind her. _Damn woman you're totally losing your edge…_she thought not having heard her walk across the room to her.

"Oh crap I'm sorry, that was probably some outrageously expensive wine right?" She asked as she slumped, embarrassed at her clumsy behavior.

"I'm not worried about the wine," Magnus said moving her hands up to place them gently onto the other woman's sagging shoulders, giving a reassuring squeeze. She leaned down and in close to her ear as she spoke softly. "I am however a bit concerned about you."

"What? Huh?" Kate asked a little too quickly, "Don't be silly, I'm fine."

"Then why are your hands shaking so hard?" she peered over her shoulder at the hands that now held the edge of the counter in an iron grip, knuckles white but still quivering a little.

"You're standing too close," Kate breathed continuing to look down self consciously, her voice barely above a whisper.

"Are you sure that's the problem?" Helen asked moving a bit closer so her front was brushing Kate's back.

Feeling her body begin to betray her and shiver at the other woman's touch Kate turned to find herself standing far too close to the actual dilemma. Finally she just muttered "Helen, it's hard to explain."

Helen watched the younger woman speak through gritted teeth, her entire body tensing before she moved around to brush past her, heading for the couch with a look of sheer determination mixed with utter confusion.

Helen sighed softly unable to prevent herself from watching her walk away with the silky pajama's hugging her lovely curves.

Kate sat down on the far end of the couch and placed Helen's glass on the table, raising her own to her lips, desperate for any kind of distraction.

"Kate I think I may need to apologize-"She said quietly sitting down on the opposite end of the couch, "what transpired in Arizona has clearly made you uncomfortable and I need you to know that is the last thing I intended. I like you Kate, I think you like me but if this…situation is difficult in any way for you I would rather hope that we could put that behind us and continue to be friends. I value your friendship very much Kate."

"Mag-Helen," she corrected herself shaking her head, "You didn't do anything wrong here… " she suddenly cut herself off her eyes meeting the other woman's shyly, "you think of me as a friend?" she asked suddenly swallowing hard, she found she couldn't do anything but glance back down at her lap self consciously when faced with the open sincere expression she was met with when Helen smiled and nodded.

"You don't understand," She muttered taking a large gulp of her wine.

"No clearly I don't, but I would like to-more than I can say. Please Kate, tell me. Let me in." She said in a rush reaching out to take the other woman's hand in her own and pulling it up so she could kiss her palm tenderly before holding it to her own cheek and leaning into it.

Kate watched the other woman suddenly paralyzed. She wanted to lean in and claim those supple lips with her own so badly but she knew she couldn't. Breaking the contact with the British woman's cheek she withdrew her hand and let her body sag back into the sofa, defeated and sighed closing her eyes miserably. "This feels like home." She said simply.

"I beg your pardon?' Helen questioned reaching down to reclaim her hand with her own letting them rest on the couch between them.

"I never really had a place that felt this much like home." Kate murmured squeezing her eyes shut against the moisture she felt building there. "I just don't want to screw this up. I can't screw this up."

"Dear Lord." Helen gasped, "You can't believe that us becoming-if we-please….I would never, could never, you're a valued member of this team." Helen said with such raw emotion that it literally made the younger woman's heart skip a beat.

"What if it doesn't work out? What if I don't- I can't…Helen I've never been with another woman. It's one of those rare things that I have not mastered." She tried to smirk over at the other woman but it was a half assed attempt at best, "I just don't want to disappoint you."

Helen had been inching her body slowly closer throughout the other woman's speech so she was now facing her side and cradling Kate's hand between her own in her lap. "Not even remotely possible Kate." She smiled "But I don't want you to feel at all pressured. I want you, but not unless you feel the same."

"I'm pretty sure you already know I do." Kate said turning until she was facing Magnus her tears threatening to overflow as she laid her head on the older woman's shoulder, "I'm just a giant chicken."

"Nonsense," Helen wrapped her arms around the other woman and disagreed more harshly than she intended. "You are a sensible woman with a great eye for practicality. It's fully understandable for you to think ahead and make sure you know what you're getting yourself into, especially considering your past." She felt the other woman stiffen against her and her breath suddenly catch in her throat, as she realized she had said too much.

"What?" Kate knew of the thorough background checks done on anyone allowed to stay in the sanctuary for any length of time, but somehow assumed she was exempt after Helen failed to uncover everything about her the first time.

She never felt the need to tell anyone that before but remembering the details of the darker woman's life she suddenly felt like a spy, and worse when she felt the other woman pull away from her."Kate, you told me about your father," She attempted to explain. "After that I went back to check certain things. Things that might affect your behavior in the thick of things, I promise I was not trying to pry…I just thought…well I thought-I needed to know you better,"

Kate pulled her hand away crossing her arms across her chest self consciously."You don't know as much as you think Helen." She smiled sadly.

"You could tell me Kate." Helen said gently turning her body so she could cup the raven haired beauty's cheek in her hand, and turn her eyes up and over to meet her own once more.

Kate let her eyes fall shut for a long bracing moment before finally meeting her friends. She laughed bitterly for a second, "I'm not sure that's something you want to hear."

"Why don't we let me be the judge of that?" Helen said sweetly as she leaned in to rest her face in the crook of the other woman's neck and shoulder, she pulled her in close just wanting to hold her again. "How about we tally our wrongs and rights later? I have too much on my mind as it is."

Kate shivered as she felt Magnus inhale deeply against her neck. "What if-" She began to question before she closed her eyes with the simple happiness of having the breathtaking body so close to her own once more. So close she was sure Helen could feel how near her heart was to beating out of her chest.

"I love the way you smell." Helen said simply pressing her lips to her pulse point. "I love the way you taste," she continued her tongue peeking out and just the tip of it licking up her throat to her ear. The younger woman was visibly shaking now. "Do you want me to stop?"

"No," fell from her lips before she even knew she was going to speak. She tilted her head leaning into the contact that was making her lower belly clench, moaning as she felt Helen's tongue dart in and out of her ear, before her lips wrapped around the soft fleshy lobe suckling lightly."Ummm-Helen…" She murmured appreciatively.

Helen's lips slid behind her ear to kiss and nibble the baby soft skin she found just under her hairline. Her own breathing was becoming labored as she felt one of Kate's hands stroke her hair the other snaking around her waist to rub small encouraging circles on the small of her back. When Helen bit possessively into her flesh at the side of her neck she felt the younger woman twitch excitedly, "Does that feel good?" She whispered against her skin.

She groaned loudly before she was able to whisper out the short simple answer that was all her brain was capable of formulating at the moment. "Ohhh…hell yeah."

"Good girl." Helen nipped at her again before smiling against her neck. "I want to make you feel so good…"

Kate grabbed at the material of the taller woman's shirt yanking it free of where it was tucked into the waistband of her pants before slipping her hand underneath to lightly slip her fingertips sensually over the now bared planes of her back. "You're so soft." She said wondrously.

"As are you." Helen smiled shivering a little, as she felt Kate's hand wandering all over her back before moving her hand around to explore the slight swell of her belly. She kissed her way across Kate's cheek, her eyes opening surprised to see the other woman's even darker than usual orbs examining her intently. "God you are so beautiful."

"So are you…" Kate leaned in to press her lips against the other woman's tentatively. She felt uncertain, something she hadn't felt with a lover since she lost her virginity. It gave her an odd thrill, normally she despised not being in control, but she trusted her instincts and more importantly she trusted Helen. Kate tried to relax even as she felt herself growing damp from Helen's touch. Her head began to swim as she felt the older woman's tongue peek out to slip along her bottom one in askance.

Of course there was no need to ask as Kate acquiesced immediately hungrily sucking her tongue into her mouth. She moaned and leaned in to the kiss eagerly, sliding her hands up higher under Helen's shirt.

Helen kissed her deeply, trying to show the less experienced woman how much she wanted this, needed this, it had been such a long time since she felt herself so drawn to another woman-another person really. "Kate," she gasped breaking the kiss as she felt the sure hands of her new lover cup her breasts. She opened her eyes once again to look directly into the other woman's almost timid but clearly desirous ones. "Are you certain?" She forced herself to ask when all she really wanted to do was ravage the gorgeous creature before her.

Kate nodded, feeling no doubt this was what she wanted even as her eyes flickered from Helen's down to those talented lips and back up to meet her gaze. "Yes…I want this, I want you. I want you like this," Kate stammered unevenly and then forced herself to get a grip before reaffirming. "I want to feel your skin on mine." She moved her other hand down to assist her pulling off the top that was currently blocking her view. When she had a firm grip on the bottom of it she looked closely at Helen. "I want this off of you," She looked so determined when she added a firm, "Now." Helen drew in a deep breath lifting her arms, wanting nothing more than to be laid bare before this intense young woman who she found so oddly charming.

Helen watched as Kate tentatively ran her finger tips along the rise of her breasts just along the line of the lacey black bra she had donned with exactly this in mind. Her breathing sped up and all the blood in her body seemed to be surging to her core as she felt Kate's palms brush over her already erect nipples through the thin material of the undergarment. Sliding her hands down Kate's sides she grasped her hips and leaned in to nuzzle her neck. "Come here. I need you closer." She rasped desperately, wrapping her hand around the other woman's right thigh she tugged and lifted with strong hands until she had her situated where she wanted her, straddling her lap.

"Ahh," Kate squeezed the full round breasts in her hands as she let her head fall back releasing an approving moan as Magnus unbuttoned her pajama top, her lips moving down to place a soft line of open mouthed kisses along her collarbone.

God she wanted this young woman, and she wanted her now, but she forced herself to go slowly gauging Kate's reaction to her advances. To say the darker woman was a bit skittish would have been an understatement, and she knew she had to be careful not to spook her.

Kate pushed her hips into the other woman's feeling her center growing wetter and swollen as she ground herself down hard against Helen's pelvis. "Oh god…I want-"She lost her voice as she felt Helen lift her own hips, moving them against her in a circular motion.

"What love?" Helen pulled the shirt open and pushed it down and off her shoulders her mouth beginning to lavish attention on the bare firm globes right at eye level. "Tell me what you want." She murmured before tugging at an erect nipple with her teeth.

"Helen…" Kate moaned gripping her hair in an effort to hold her more tightly to her chest. She moved her hand that was still cupping a breast around her torso and began fumbling with the hooks of her bra clumsily until Helen laughed in a low amused tone and reached behind her to undo it herself. Kate frowned down at the other woman annoyed as she removed the irritating item of clothing and tossed it to the floor. "I totally could have gotten that."

Helen grinned affectionately arching her back so her breasts pushed against the other woman's ribs just below her own, "Of course you could have." She began to laugh lightly at the girls defensive tone, "I'm just not feeling entirely that patient right now, forgive me."

"You have the sexiest laugh" she said, her tone serious as she took the older woman by the shoulders shoving her against the back of the couch before lowering her lips to Helen's in a searing kiss. Her tongue pushed forcefully between the full sensuous lips that she had to admit had driven her to distraction on occasion.

Helen responded to the kiss with as much fervor as the young ex felon gave it. She wrapped her arms around Kate, one slipping under her long dark silky hair to cradle the back of her neck holding her in place, as her tongue plundered the younger woman's mouth. The other arm wrapped around her waist just over the rise of her ass and held her lover firmly to her, as she rolled her hips hard against Kate. She could feel the heat that pressed to her lower belly even through the boxer's Kate wore. Helen listened very carefully to each sound she brought forth from the beautiful young woman in her arms and in her head catalogued the action that produced it. When she heard the low growl emanating from deep in Kate's chest as she reached down to squeeze one of the cheeks of her rear end she decided that was her favorite sound so far. She moved her hand up a little so she could slip it inside of her waistband of her shorts and panties massaging the bare firm globe. She moaned loudly into Kate's mouth as she felt the other woman's ass clench and her thighs tighten around her sides.

"Jesus…" Kate inhaled sharply as she jerked her head away from the kiss. She opened her now heavily hooded eyes to meet Helen's.

The brilliant doctor just watched her as Kate stared straight into her eyes with a longing she had not seen directed at her for a long time. She listened to the tiny sounds as Kate gasped for air her hands coming up from where she was still pinning her shoulders to cup her face. "What happens now?" She asked in a shaky voice.

"Anything you like…anything at all." Helen said seductively, her hand snaking around the younger woman's hip to run her fingers through the soft damp curls, she wanted to move lower but the angle was awkward and she didn't want any part of this to be uncomfortable for the other woman. "I want to take you to bed."

"Why?" Kate's eyes suddenly widened a little, usually if she were already this far along with a man there was no time out to get comfy.

"I want to have room to explore you properly. I want to watch you stretch out and writhe beneath me." Helen explained in a low sultry voice never once breaking their gaze, and then she let the side of her lip quirk up a little. "Besides Kate, I'm not a young woman, in this position I could get a cramp or something."

Kate laughed loudly feeling some of the tension bleed from her body. "A cramp huh?" She asked pushing a loose stand of hair behind her ear and leaning in to give her a quick kiss, "Well we can't have that."

"Ah," She sighed as Kate moved off her, the action forcing her hand to withdraw from the younger woman's shorts.

"Here old timer," Kate smirked reaching out to take her hand, "Let me help you, we wouldn't want you to fall and break a hip."

Helen stood up and playfully glared at the younger woman, "Very funny, very funny indeed."

Kate only grinned and turned to lead them around the sofa towards the bed. Helen's eyebrow shot up as she noticed the pile of rubble that had once been a television remote control. She paused and glanced over at Kate who had stopped with her and followed her eyes to the mess. "What have we here?"

Kate blushed and glanced down at her feet self consciously. "Uhmm…I was feeling a little frustrated." She admitted a little mortified at her childish tantrum.

Helen squeezed the hand she was still holding and moved toward the bed. "Perhaps I could be of some assistance with this _frustration."_

"Oh I'm sure you will be," Kate hissed when they reached the bed spinning Helen around into her arms and leaning up a little to kiss her fiercely. Helen trembled in surprise at the young woman's passion. Kate smiled as she heard the groan from the other woman; she moved her lips to Helens cheek and then followed her jaw line with feather light kisses until she was whispering, her lips against her ear. "While I'm not sure how this girl on girl thing works exactly, I'm guessing we're still kinda overdressed."

Helen moved her hands to rest on Kate's hips. "Quite so," She said breathlessly hooking her fingers into her shorts, "May I?"

Kate moved back a little to give her room as Helen began kissing down her neck and across her shoulder. "Geez-you Brit's are seriously over the top with the polite." She muttered, "Yes you may."

Helen smiled at the jibe as she moved down her body randomly kissing spots that struck her as particularly attractive. She pulled the shorts and panties down over her hips and suddenly stood upright turning Kate to shove her backwards onto the mattress. She grabbed both waistbands at once and tugged.

Kate gasped surprised to suddenly find she was horizontal and naked as the day she was born. She looked up at Helen who was watching her with an almost predatory gaze and shivered as she could almost feel the beautiful brunette's eyes moving over her body. "I want to-"she cleared her throat nervously, "see you too."

Helen smiled down at her and nodded as she popped the button on her trousers, and slid the zipper slowly down shaking her hips almost imperceptibly the slacks fell to her ankles. She bent to remove her sexy black panties.

"No." Kate breathed sitting up and pulling her boss to stand between her knees. "Let me."

"Of course," Helen said her voice a little high as she felt the other woman's hands land on her sides to slide up and then back down to move around to her lower back. She slipped both hands under the material and gripped her ass pulling her close so she could place warm moist kisses around her belly button. She reached down to run her fingers through Kate's dark silky locks as she watched the other woman kissing her so tenderly. This gentler side of the former assassin didn't surprise her in the least; somehow she knew Kate would be like this once her defensive walls were brought down.

Kate moved her hands down until she had the panties over her hips. Her breath caught at the sight and scent of Helen's most intimate flesh. She leaned down again to press her lips to the soft skin just above her pubic hair and then looked up at Helen who was watching her with a lust filled expression. "You've done this before right?"

The older woman moved her hands to Kate's shoulders gently pushing her down onto and further up the bed. Stepping out of the clothes pooled at her ankles and climbing up so she was leaning over her on her hands and knees, wanting to cover the smaller woman, shield her from anything that was not them, even if just briefly. No part of her body met Kate's as she stared down deeply into the almost completely black eyes that made her want her more than she thought possible. "Sex?" She smiled teasingly, "I've been alive for well over a century, and it would be rather embarrassing if I were still a virgin."

Kate grimaced lightly punching her shoulder. "You know that's not what I meant."

"Yes." She leaned down to kiss her lips chastely. "But you are just so damned adorable when you get flustered."

"Mean Magnus," Kate glared, "Very mean."

"I have had female lovers in the past." She reassured settling herself onto Kate's stomach and moving ever so slightly against her showing her just how much she wanted the other woman.

Kate's eyes fluttered as she felt the trail of moisture against her skin and reached her arms up around Helen's neck to pull her face closer to her own. "God Helen you're so wet."

"You have only yourself to blame for that." Helen let her eyes fall shut as Kate leaned up off the pillow to take her lower lip between her own suckling lightly. When she felt Kate's hands begin to explore her body she forced herself to be still, giving the other woman a moment to adjust. She felt her own patience running low though and couldn't stop herself from leaning down to lavish those beautiful firm breasts with attention.

"Ungh…" Kate groaned, arching her back and pressing her chest into Helen's face. When she felt one of Helen's warm soft hands blazing a trail down her torso between her breasts, over her stomach and then lower she whimpered with need. Helen adjusted her position so she was straddling one of Kate's strong muscular thighs as she reached down further. She placed her hand on the inside of the thigh she was not pressing against and pushed gently urging her to open more to her.

Helen ran her index finger through the copious arousal she found coating her soft folds, and knew she needed more. Glancing up to look at Kate's face she smiled gently, "Is this for me?"

Kate forced her half closed eyes to meet Helen's gaze and nodded mutely.

"Tell me Kate, tell me what you want." Helen requested her voice low and throaty.

"Please Helen, touch me." Kate began to squirm beneath her.

Helen moved her finger through the other woman's moisture, stroking lightly. "I am touching you, what else?"

"I, I want you inside me." Kate whimpered, raising her hips and spreading her legs wider in invitation.

"Yeesssss." Helen breathed her finger circling Kate's opening as she studied her face for any hesitation. Seeing none she slowly pushed her finger inside her up to the knuckle simultaneously pressing her own center against the other woman's thigh. Her eyes closed as she rested her head on Kate's abdomen, shivering at the feel of Kate's warm velvety walls squeezing her fingers, "God you feel good."

"More." Kate said moving her pelvis in an effort to get Helen's finger deeper inside her.

Helen heard the desperate edge in her voice and quickly added another finger as she began to stroke in and out of her with a slow easy rhythm, her thumb finding her clit and pressing lightly, "Like this?" She lifted her eyes to see Kate's face. Her head was thrown back against the pillow, brow furrowed as she moved against Helen's hand, her breathing now coming in a raspy pant.

"Feels so good…" Kate said between clenched teeth.

"Kate, look at me." Helen said softly.

Taking a deep breath Kate forced her eyes open again meeting Helen's gaze. She moaned at the loss as she felt Helen's fingers pull out of her. "No-why…?"

Helen brought her fingers up to her face when she was sure the younger woman was paying attention and inhaled her sweet heady aroma deeply. Kate jerked beneath her when she saw the older woman begin to lick her pleasure of her digits. She suddenly froze; sure she had never seen anything this sexy in her life as the older woman sucked both fingers into her mouth cleaning them with her tongue. "Oh dear lord you taste exquisite." She said her eyes locked on Kate's. "I want more…I need more"

Kate cried out helplessly as she pushed down on her shoulders leaving no doubt where she wanted her boss's mouth. "Please…"

"Shhh…" Helen soothed as she altered her position so she was kneeling between Kate's spread legs and began to lower her head. "I've got you."

Kate cried out with a mixture of relief and excitement when she felt Helen's tongue circle her clit. "Jesus!"

Helen put one hand on the triangle of soft curls pushing her down while also pulling her outer lips further open for her explorations.

When Kate felt her tongue run down the length of her slit she raised her hips again wantonly. Her entire body convulsing as she felt Helen's tongue push inside of her. "Ohhh…!"

Helen's eyes studied the other woman's expression over her mound as she moved her tongue in slow circles inside of the younger woman occasionally curving it so she could pull some of her sweet juices back into her mouth. When she felt the other woman's velvet muscles gripping at her tongue she knew Kate was close. While on one hand she wanted to drag this out make it last as long as possible the other side of her brain demanded that she bring Kate to completion needing to see her come undone beneath her.

Kate's body was on fire, she was squirming and writhing beneath her new lover almost overcome with the sensations Helen was bringing out in her. "Ohhh…Helen"

Helen withdrew her tongue immediately replacing it with her fingers, moving her lips up to close around that bundle of nerves she knew would send the younger woman over the edge, she began to pump her fingers in and out of the warmth that was making her crazy. She suckled harder at her clit and thrust deeper and faster as she felt Kate's hips rise off the mattress to meet her strokes. "Hmmm…" she hummed against Kate feeling her tremble at the vibrations her voice was causing. She curled her fingers pushing hard against that special place she knew would make Kate crazy. A moment later her fingers were covered in a flood of Kate's satisfaction and she felt the body beneath her stiffen almost painfully. Releasing her clit she encouraged the younger woman with a soft concerned voice. "That's it love, just let go, just relax and come for me."

Kate was lost in the sensations that overwhelmed her as she jerked and twitched underneath the older woman and cried out feeling completely lost. "Magnus!"

Helen withdrew and moved her mouth down lower again suckling at her moisture not wanting to lose a drop of Kate's precious pleasure. Kate was surprised to find that Helen didn't stop until she gripped her hair and pulled. "Too much…" she muttered feeling a little defenseless.

Helen slid up her body wrapping her up in her limbs even as she grabbed the blanket neatly folded at the foot of the bed and pulled it around the both of them.

Kate had never felt like this in her life. She nuzzled her face into Helen's breast still shuddering from her release as she felt herself wrapped in such tender warmth, from both the blanket and Helen's body.

"Are you alright?" Helen asked concerned pulling back to meet her eyes.

"I didn't know I could be this alright." Kate answered genuinely.

Helen smiled and pulled her closer cradling her face to her breast. "Wonderful," She smiled contentedly. "Rest now."

"No," Kate pulled away, "What about you?"

"Shhh…we have all the time in the world, you're spent just relax." She caressed the back of her head making her lay her head down again.

Kate snuggled closer into her lover's side a little floored by Helen's selfless attitude, but more exhausted than she realized. "Will you let me…later can I-?"

"Well I would hope so." Helen kissed her forehead.

A/N: This might be it or I could probably add more, but would that just be redundant? Truthfully?


	3. Chapter 3

Title: Sometimes (3)

Author: Becky

Fandom and Pairing: Sanctuary, Kate Freelander/Helen Magnus

Disclaimer: Sanctuary and its characters do not belong to me. Not for profit…just entertainment.

A/N # 1-Sorry this took so long, I rewrote it about a dozen times before I was even remotely satisfied with it.

A/N#2-This is for the commenter who pointed out I couldn't leave Helen hanging like that.

As Kate began to stir she stretched sighing contentedly, a warm cozy feeling seeming to permeate every fiber of her pleasantly aching body. She reached across the mattress looking for Helen and frowning when she found the sheets next to her cold and empty. Opening her eyes she realized it was now completely dark, the room only illuminated by the little bit of natural light streaming in the window's from the quarter moon. Looking over at the alarm clock on the night stand she saw that it was almost three in the morning.

Sitting up she rubbed her eyes, the comfy relaxed mood she woke up feeling rapidly fading. It was replaced with confusion and insecurity. _She left, she left without even saying goodbye, _Kate thought a little bit panicked, _Shit, I knew it, what the fuck did I do this time…?_

Stiffly she sat up a little bit more looking around as her eyes adjusted to the dimly lit room. Certain she was alone now her shoulders slumped with disappointment. Grabbing a pillow and hugging it to her chest she closed her eyes once more and went over the events of the previous evening in her mind.

She shivered when she remembered the way Helen had touched her; it had been like nothing she had ever experienced…the older woman had actually made love to her. She had had good sex before- truth be told-plenty of good sex, but this was different. And then what did she do? She fell asleep all content and sated without a second thought to Helen's needs.

_No_, the little devil on her left shoulder whispered into Kate's ear, _she told you to, she insisted. _ Kate had wanted to reciprocate, but Helen had told her to relax, to rest…. The other woman had pulled her into her arms and tenderly caressed her hair, her shoulders and her back until she drifted into one of the most wonderfully all encompassing safe happy slumbers of her life. _Obviously she was just being polite,_ the angel on her other shoulder accused, _Helen knew Kate had never been with another woman and probably just didn't want to pressure her._

That would just so be the doc…Helen Magnus was one of the most self-less people she had ever met. Even after all this time it never ceased to amaze her when the beautiful British doctor put her own life on the line to ensure the well being of an abnormal, other strange life forms that most of the world's population would consider to be monsters. **People **no one else would even consider to be **people.**

_God! I'm such an asshole! _ She thought angrily, _leave it to me to mess anything even remotely good up._

This had been good, really, really good. She had begun to feel as if Will, Henry, the big guy and Helen were actually becoming her family. They had taken her in under the worst of circumstances, trusted her and after a while began to actually believe in her. Now all of that was probably over. Everything would be weird and awkward after this. She was sure Helen must think her a selfish little bitch. Not that the other woman would actually ever say as much…she had in fact reassured her before that nothing they did would make any difference to how she felt about her as a part of the team and a friend.

Sitting back up, she pulled her knees up to her chest hugging them and laid her head on her arms guiltily. She had known it was a mistake to let this happen. Now what? In her everyday existence before this, usually there was some quick easy fix and if not, well…she'd just leave. There was no reason for Helen not to hate her after last night, she was sure her boss lady would want nothing to do with her after this. Now the other woman would have no reason to not think her egocentric and self centered. It wasn't as if others hadn't warned her, poor Helen had just been too trusting. She had no reason to deal with her crap now that she knew what she was truly like and certainly would want her gone. Kate really couldn't blame her.

'_Oh well, whatever-typical, that's just life_.' Kate mentally chastised herself for the brief precious moments she had thought things might be different this time. She should have known better by now. _ So what_, she'd been through this more times than she cared to remember, and like all those other times she would just have to get over it. At least that's what she tried to tell herself , this was just another fumbled attempt at being a regular person.

Kate froze though when she unexpectedly noticed that she was shaking and there was moisture on her cheeks. No, this wasn't anything like the same old, same old. This_ had been_ different somehow. She wanted Helen, she wanted to hold her close, to please her. She cared about the older woman's happiness, and that threw her for a loop, everything she was experiencing at the moment threw her for a _serious_ loop. Thinking about touching the beautiful brunette that she had come to think of as her friend, (Kate had never been big on friends) made her tingly in all the right places. She couldn't remember the last time she had wanted to take care of someone else's needs the way she wanted to Helen's. Lying back down on the bed she curled up in the fetal position and let the silent tears streak down her cheeks at the idea that she wouldn't have the opportunity to show Helen how much she…what-_ cared for her? _That ship had almost certainly already sailed.

Then she was crying, Kate Freelander. Cold heartless tough as nails Kate Freelander was acting like a disappointed child.

Magnus reached for Kate's bedroom door handle, turning it as quietly as possible, as not to wake the younger woman from the peaceful sleep she had left her in. When Helen had woken up about an hour ago, she had found herself unable to stop staring intently at the breathtaking dark beauty that lay curled up at her side. Kate's face was a mask of serenity, an expression she had not seen on the lovely but often troubled young woman's face before, and it held Helen spellbound. When she couldn't get back to sleep she remembered a search she had left running on her computer, before she had come to Kate's room, when she had been a little flustered and anxious. She knew she would never be able to get back to sleep now knowing she had left something unfinished.

When she moved further into the room she immediately noticed that the temperature in the suite had lowered considerably. She could also hear the low deep sounds of the wind howling almost eerily from outside. Turning the corner out of the small entryway she was surprised to see the room was still lacking any artificial source of light even though she could see Kate had moved to sit in the rather large picture window seat. After her eyes adjusted a little she could clearly make out her new lovers form.

She stopped for a moment her features filled with concern as she eyed the younger woman, Kate's shoulders hunched over and a mild tremor moving through her clearly unsettled stature. Grabbing the blanket folded over the back of the couch she approached her, "Kate, what on earth are you doing?"

Kate started at the sound of the other woman's voice as Helen draped the blanket around her shoulders. "Magnus?"

"You are shivering." Helen bent across the bench to shut the window before taking the younger woman's cold hands in her own and pulling her up to stand in front of her, her eyes filled with apprehension. "Are you all right love?"

Kate looked at her, eyes widened and a bit perplexed. "Ah-yeah…I just-"she began to mumble before blushing and suddenly looking down at the floor.

Helen pulled the blanket tighter around the younger woman's shoulders and stepped in closer to take Kate's chin in her hand lifting her face so their eyes met. "Just?"

"You just…" She tried again in a small voice forcing herself to meet the other woman's gaze, "You left."

Helen smiled softly at the other woman's vulnerable expression and leaned forward to kiss her temple tenderly. "I'm sorry. I didn't mean to worry you; I just went to turn off a search for something I failed to remember to cancel before I came to your room this evening."

Kate grinned with a little amused twinkle in her eye, "You don't forget stuff."

Helen flushed and looked back at her a bit sheepishly. "I suppose well… I have to admit I was a bit distracted earlier."

"Yeah?" Kate moved closer and wrapped her arms around Helen's waist with a whole new confidence she had no idea she even possessed. She leaned in to kiss the crook of the Brit's neck and shoulder, noticing for the first time that Helen was wearing one of Kate's own bathrobes. As their breasts pressed together, only wearing a t-shirt herself, Kate noted happily the robe was all Helen was wearing. "Really-I distracted the great magnanimous mysterious Helen Magnus?" She pressed her lips to the taller woman's pulse at the base of her throat, suckling and nibbling, her head swimming with a wonderful feeling of relief and want.

Helen shook in the smaller woman's arms as she felt Kate's lips moving up her neck in gentle open mouthed kisses. "Ummm." She murmured, "You did indeed Kate," She gazed down at her new lover with an expression nothing short of adoration. "Would you kiss me?"

"Try and stop me." Kate leaned in to claim those soft lips again with a passion she didn't remember ever kissing another partner with.

"You probably shouldn't be walking around the sanctuary in the middle of the night wearing _only_ my robe." Kate whispered huskily against her lips, kissing her softly and repeatedly. "People might talk," she teased running her hands up and down Helen's sides.

Helen smiled a little, stroking Kate's lower back in tiny reassuring circles, before she ducked her head to lap at Kate's neck before taking her earlobe into her mouth and suckling gently, "Would that bother you?" she asked, her tone tremulous.

Kate paused for a moment before leaning back a little to meet the other woman's eyes. "Hell no, not, even a little bit. But I think Will might have a stroke if he saw you."

Helen looked thoughtfully concerned for a moment, "Yes that might be a problem if he had any way of knowing it was your robe-"

"Birthday present." Kate smirked.

"Oh dear, I had no Idea, I would not have-"Helen started then grinned looking at the pink bunny rabbits pattern on the material wrapped around her and sneered a little, "Of course this is from Will…"

Kate abruptly cut her off before she could finish by pressing her full eager lips firmly to the older woman's. Helen returned the kiss ardently as she completely forgot about everything they had been discussing just seconds before. Good Lord, what was it about this gorgeous young woman that made her forget anything else that might be of any importance in her brain when she found herself so close to Kate?

She wrapped her arms around her neck pulling her in closer to deepen the kiss. Their tongues pressed and slid warmly together eagerly tasting one another. "Mmmmm…" Kate murmured leaning up a little to completely claim the taller woman's mouth. "I want you. I want to taste you…all of you."

Helen gasped as she felt one of the smaller woman's hands slowly move over and around her hip until she was parting the robe the brunette wore and slipping her fingers in between the doctor's very tense bare thighs. "Ohhh…Kate," Helen whimpered weakly pressing her reddened cheek to Kate's thick dark hair, unable to control the spasm that seemed to surge through her with the younger woman's touch.

"Jesus," Kate groaned as her fingers slid through the other woman's wet folds. "Commando," she whispered against her ear, "I wouldn't have thought you had it in you."

Helen's hips surged forward almost involuntarily, trying to increase the pressure of Kate's questing fingers as she laid her head on Kate's shoulder, "There's a lot you don't know about me Kate."

"Right, I'm sure that's true lover, but I think there is one thing I do know…" Kate found Helen's other ear nibbling at the soft fleshy lobe, simultaneously pressing her body against her while pushing her back towards the bed and continuing to stroke her now positively dripping center. "I think you're ready for me to take you now. Ready for me to make you feel as good as you made me feel earlier."

"Yes…" Helen murmured as Kate gently lowered her to the bed holding her close with the one arm she still had wrapped around her. As Kate urged her up to the middle of the mattress her index finger grazed the beautiful brunette's extended clit causing Helen to cry out with such intense pleasure it made her wonderful supple body quake beneath the younger woman. "Ohhh… Kate."

"I wanna make you cum Helen." Kate said lying down; their bodies pressed flush against one another. Kate was overcome with the need to make the other woman feel all the pleasure she had given her before. She leaned in to kiss the baby soft skin behind her ear, then she kissed the back of her neck before moving her lips around to the front of her throat and letting her tongue trace down to her collarbone. When she moved her hand, the one that wasn't currently exploring the moisture between Helen's legs to untie the robe pulling it open, she exhaled sharply. When she had the doctor's breasts uncovered she leaned down further to take a hardened nipple between her teeth tugging gently as she pushed her index finger slowly into the warm wet heat of Helen's core. "God, you're so soft, so hot." She breathed, sincerely awed by the other woman's tight pussy squeezing her fingers, as she nuzzled her breast.

"Ahhh…" Helen moaned loudly and pushed her hips down on her lover's hand trying to force the invading digit deeper inside.

"Does that feel good Magnus?" Kate asked leaning up to lick around the pebbled flesh surrounding her erect nipple before releasing it from her mouth and pinning her with a sensuous gaze.

"I thought you were going to call me Helen." she met her eyes head on and arched her back as she felt the loss of Kate's mouth on her breast.

"Helen…" Kate smiled sweetly correcting herself.

"Feels wonderful Kate, it's heavenly, please don't stop."

Kate smiled once again and lowered her mouth to take her beautiful bosses other nipple between her lips. As she began to slide her finger in and out of Helen's swollen wet most intimate flesh, she suckled the rosy erect tip of her breast lovingly, then nipping at it roughly, and she grinned when Helen jumped in surprise. When she laved it soothingly with her tongue she began to tremble herself as she heard Helen whimper. "More Kate I need more-"

Kate added another finger as she kissed her way to the soft skin between the doctors breasts, and shivered herself as Helen moaned loudly moving her hips to meet the smaller woman's thrust's. "God-Helen I've never wanted to…to be with someone like I want to be with you."

"So good…please Kate I want you to…I need you to continue, I need you to make me come for you!" Helen cried out losing herself in her own personal nirvana, her head spinning with pleasure.

Kate's kisses were moving down the older woman's body as she continued to pump her fingers in and out of her first female lover's tight center. She was surprised and pleased at the other woman's copious arousal, but dumfounded by the dampness covering her own inner thighs from just touching Helen. She used her free hand to push Helen's belly down pulling her pubic hair out of the way and opening her up for Kate's hungry exploration.

"Kate-good lord!" Helen cried as she felt the inexperienced tongue circling her clit experimentally, her new lover's fingers still moving rapidly in and out of her. Then she was coming, hard.

Kate wrapped her lips around the swollen nub of nerves suckling hungrily as she looked up over Helen's abdomen watching her intense enjoyment growing exponentially in rapt attention as she took her beautiful friend like she had never imagined she would until right now. Then she began to shudder herself groaning deeply as she felt her entire body tremble in its own bliss.

"No more…" Helen whispered tugging at her shoulder. "I can't…Ohhh Kate that was so good."

Kate let herself be pulled up into the older woman's arms and snuggled in closely pulling the blankets over them, "Oh. My. God." She mumbled almost deliriously shivering in shock at the fact that she herself had just felt herself orgasm simply by getting Helen off, "Helen?"

"Yes, Kate, it's alright, I've got you." Helen held her close as her own body shook with the last vestiges of her own intense release.

Kate laid her head on Helen's chest struggling to get her breathing under control, "I thought you weren't coming back." She admitted in a shy tone.

"I know," Helen's arm squeezed her tighter.

"It ah…it bothered me." Kate trembled, feeling more exposed than she would normally be comfortable with at her own confession.

"I'm sorry I left, I didn't mean to upset you." Helen reassured softly leaning down to kiss her forehead lovingly.

"S'kay," Kate murmured sleepily, "But if you're gone next time I wake up I am going to be so pissed."

Helen chuckled lightly before letting her own eyes slide shut, feeling more relaxed and sated than she had felt in such a long time.

**THE END**


End file.
